SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: October 1, 1998
(Date of earliest event reported)
Exact Name of IRS
Registrant as Employer Registrant's
Commission Specified in State of Identification Telephone
File Number its Charter Incorporation Number Number
- ----------- ------------- ------------- -------------- ------------
1- IDACORP, Inc. Idaho 82-0505802 208-388-2200
1-3198 Idaho Power Idaho 82-0130980 208-388-2200
Company
1221 West Idaho Street, Boise, ID 83702-5627
(Address of principal executive offices)
ITEM 5. OTHER EVENTS
At the annual meeting of the shareholders of Idaho Power Company, held on
May 6, 1998, it was resolved, by the vote of a majority of the shareholders
entitled to vote thereon, to adopt an Agreement and Plan of Exchange, dated as
of February 2, 1998, between IDACORP, Inc. ("IDACORP") and Idaho Power Company,
both Idaho corporations. Effective October 1, 1998, pursuant to the Agreement
and Plan of Exchange, the outstanding shares of common stock ($2.50 par value)
of Idaho Power were exchanged automatically on a share-for-share basis (the
"Share Exchange") for common shares (without par value) of IDACORP, and IDACORP
thereby became the holding company for Idaho Power. The preferred stock and debt
of Idaho Power were not exchanged and remain securities of Idaho Power.
The IDACORP common shares issued pursuant to the Share Exchange were
registered under the Securities Act of 1933 pursuant to IDACORP's Registration
Statement on Form S-4 (No. 333-48031), which became effective on March 23, 1998.
Reference is made to the Proxy Statement and Prospectus of IDACORP and Idaho
Power included in the Registration Statement for additional information about
this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), IDACORP common shares are deemed to be registered
under Section 12(b) of the Exchange Act. IDACORP Common Shares were approved for
listing on the New York Stock Exchange and the Pacific Exchange. The description
of the IDACORP common shares contained under the caption "Proposal No. 2 -
Holding Company Proposal - IDACORP Capitalization" in the Prospectus is
incorporated by reference herein.
Idaho Power common stock was registered pursuant to Section 12(b) of the
Exchange Act and was listed on the New York Stock Exchange and the Pacific
Exchange. Idaho Power is delisting the Idaho Power Common Stock from these
exchanges and terminating the registration under the Exchange Act of the Idaho
Power common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits -
Exhibit File Number As Exhibit
- ------- ----------- ----------
*2 333-48031 2 -Agreement and Plan of
Exchange, dated as of
February 2, 1998.
*4(a) 333-48031 3(a) -Restated Articles of
Incorporation of IDACORP,
Inc.
*4(b) 333-00139 3(b) -Articles of Amendment to
Restated Articles of
Incorporation creating A
Series Preferred Stock,
without par value, as filed
with the Secretary of State
of Idaho on September 17,
1998.
*4(c) 333-48031 3(c) -Amended Bylaws of IDACORP,
Inc., as of September 10,
1998.
*4(d) Form 8-K 4 -Rights Agreement, dated as
dated of September 10, 1998,
September 15, between IDACORP, Inc. and
1998 The Bank of New York, as
Rights Agent.
*4(e) 33-56071 3(d) -Articles of Share Exchange,
as filed with the Secretary
of State of Idaho on
September 29, 1998.
99 -Letter to Shareholders re
Share Exchange and Rights
Plan.
- ---------------
* Previously filed and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IDACORP, Inc.
By: /s/ J. LaMont Keen
-------------------------------
J. LaMont Keen
Vice President, Chief Financial
Officer and Treasurer
IDAHO POWER COMPANY
By: /s/ J. LaMont Keen
-------------------------------
J. LaMont Keen
Vice President, Chief Financial
Officer and Treasurer
Date: October 1, 1998
INDEX TO EXHIBITS
Exhibit File Number As Exhibit Page
- ------- ----------- ---------- ----
*2 333-48031 2 -Agreement and Plan of
Exchange, dated as of
February 2, 1998.
*4(a) 333-48031 3(a) -Restated Articles of
Incorporation of IDACORP,
Inc.
*4(b) 333-00139 3(b) -Articles of Amendment to
Restated Articles of
Incorporation creating A
Series Preferred Stock,
without par value, as filed
with the Secretary of State
of Idaho on September 17,
1998.
*4(c) 333-48031 3(c) -Amended Bylaws of IDACORP,
Inc., as of September 10,
1998.
*4(d) Form 8-K 4 -Rights Agreement, dated as
dated of September 10, 1998,
September 15, between IDACORP, Inc. and
1998 The Bank of New York, as
Rights Agent.
*4(e) 33-56071 3(d) -Articles of Share Exchange,
as filed with the Secretary
of State of Idaho on
September 29, 1998.
99 -Letter to Shareholders re
Share Exchange and Rights
Plan.
- ---------------
* Previously filed and incorporated herein by reference.